The Stock Units ("Units") convert to Common Stock on a one-for-one basis.

(2)

Units under the Company's deferred compensation plan resulting from (a) deferral of compensation and Company match (in shares), (b) premium (in shares) to participants deferring compensation into Units and (c) dividends (in shares) on Units. 13 of the acquired Units are subject to vesting based on employment through December 31, 2013.

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